“Tell Me”: 'Not Fade Away' and the Little-Seen True Confessions of David Chase

With The Many Saints of Newark, David Chase returns to New Jersey. But he and James Gandolfini have gone back home before, nearly a decade ago, in this overlooked autobiographical jewel.

Not Fade Away, a 2012 film directed by David Chase, takes place almost entirely in the suburbs of New Jersey but begins half a world away. Its opening moments depict a fateful 1961 train ride shared by two young Londoners — one a student at Sidcup Art College, the other on his way to London School of Economics — during which they discuss their mutual love of American blues and R&B. The conversation, which would shortly lead to the creation of The Rolling Stones, would have far-reaching repercussions.

These included inspiring a New Jersey teenager named David Chase to engage in a bit of primitive looping in an attempt to stretch a too-short Stones cut out to infinity, so he could get lost within it. “I had a tape recorder, and I did an air patch between the microphone of the tape recorder and the speaker of this turntable,” Chase told Fresh Air’s Terry Gross in 2012, “I would push play on the tape recorder and drop the needle on the Keith Richards guitar solo from ‘Tell Me.’ Then we’d get to the end, I'd push stop, and then I’d drop the needle back […] I had an endless loop of that guitar solo just over and over and over and over again, stop and record, stop and record. I used to listen to that in my room, that endless loop.”

The teenaged Chase didn’t play guitar, but he did play drums, quite seriously for a while, doing his best to turn the band he formed with some friends in New Jersey into a going concern. Then he shifted his interests toward filmmaking and writing, took a string of TV jobs, and eventually created The Sopranos. As origin stories go, Chase’s is not that remarkable. But, as with all origin stories, if you lived it, it was everything. It’s what made you. It’s your story.

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Not Fade Away is the film version of that story. Or, if not Chase’s origin story down to the particulars, it’s at least a close-enough version to count as an embellished but only slightly obscured act of autobiography. Written and directed by Chase, making his feature debut at the age of 67, the film depicts a handful of key moments in the life of an Italian-American New Jersey kid named Douglas Damiano (John Magaro) between the years 1962 and 1968. Driven by a love of music and an urge to rebel against society in general and his father Pat (James Gandolfini) in particular, Douglas drums and sings for a band whose name and line-up keeps changing but still occasionally seems on the verge of breaking out beyond the backyard party circuit. 

Released in the waning months of 2012 as one of the final titles from Paramount’s Paramount Vantage arthouse imprint, Not Fade Away didn’t live up to its title. It came and went without much notice in the season of Django Unchained and The Hobbit: An Unexpected Journey. What chance does the story of a New Jersey kid trying, and failing, to become a rock star have against all that, even one written and directed by the creator of an era-defining television series?

It wasn’t Chase’s first act of autobiography. He’d long had a tendency of weaving his life into his work, a habit he never really attempted to hide. When The Sopranos became an unexpected sensation at the end of the 1990s, that tendency even served as something of a selling point. In interviews, Chase freely talked about basing Livia Soprano, the cutting and eventually murderous Mob mom played by Nancy Marchand, on his own mother. By Chase’s account, she was a woman with a monstrous capacity for passive aggression and a gift for zeroing in on the tender, hurtful spots for which even adulthood and accomplishments offer no protection. In their book The Sopranos Sessions, critics Alan Sepinwall and Matt Zoller Seitz open the first of their long conversations with with the prompt “Tell us about your mother.” That’s both a psychiatrist joke and an acknowledgment  Chase’s his mother as the source of much of his art and pain.

But that might not be the whole story. “Over the last maybe eight to ten years, I really have come to the conclusion that, in many respects, I had a happy childhood,” Chase replies. “My mother was nuts, and she obviously didn’t have a happy childhood. I have a hunch she might have been abused. And my father was a different kind of guy altogether, although he was also an angry person. But my mother? My mother was funny?” Maybe that’s why Antoinette Damiano (Molly Price), the mother figure in Not Fade Away, is played largely for laughs, even with her tendency to talk of suicide with such frequency that it eventually becomes a kind of white noise.

Pat, however, is a different kind of guy altogether. Actors who play characters as iconic as Tony Soprano sometimes have a hard time transitioning into other roles. It’s a testament to Gandolfini’s talent — and a reminder of what we lost when he died at the age of 51 a few months after Not Fade Away’s release — that he could slip away from Tony so easily, whether via his gentle, romantic work in Nicole Holofcener’s Enough Said or here, playing another angry Italian-American guy from New Jersey who could never be mistaken for a Soprano. Where Tony is, for much of the series, defined by being at war with the world, locked in a series of power struggles in which savvy and an instinct to survive no matter the cost insure he’ll prevail, Pat begins and ends the film in defeat. He’s carved out a comfortable-enough middle-class existence running a Pep Boys franchise, but it’s become a perch from which — as he suffers from his wife’s instability and the discomfort of what he believes to be psoriasis — he can watch as every opportunity of finding happiness slips away, even those he doesn’t know about as the film opens.

That perch is also a place to observe as his son, a kid who speaks admiringly about breakthroughs in military hardware and a future in the ROTC, transforms into someone he doesn’t recognize. When Douglas returns from his freshman year of college with curly Bob Dylan hair and a thrift store pea coat, Pat uses epithets to question his sexuality and tells him he “looks like he just got off a boat at Ellis Island.”. Pat would be a caricature of the disapproving World War II generation father baffled by rebellious Boomer offspring if Gandolfini didn’t embody him with such pathos.

It helps that we watch him change over the course of the film, or at least develop a greater understanding and acceptance of the life he’s chosen, disappointments and all. Two late-film scenes belong on any list of Gandolfini’s greatest moments. One is a dinner with Douglas that doubles as a history of Pat’s surrendered pleasures, both recent and ancient. The other is wordless, a glimpse of Pat spending the evening watching South Pacific on TV and understanding he’ll never again approach the delights promised by the land sung about in “Bali Ha’i.”

It also helps that he’s not entirely wrong about the particulars of Douglas’s rebellion. Chase writes and Magaro plays Douglas as a callow ass. In a scene sure to induce cringe after cringe, Douglas tries to bond with Landers (Isiah Whitlock Jr.), a Black co-worker at the country club where Douglas works in the summer, by quoting blues songs. He seemingly doesn’t understand, or care, when Landers doesn’t get the references and counters by noting he’s a deacon at his church. After admiring Grace (Bella Heathcote) from a seemingly uncrossable distance during high school, Douglas begins a relationship with her that feels meaningful and real but that he then discards — at least temporarily — when he’s made aware of her sexual past. Though enchanted by film, Douglas turns hostile upon his first encounter with Blowup. He might be on the right side of history in his political clashes with his father, but that doesn’t make him any less insufferable. Sometimes those who live in a time of wonder and tumult are unbearable shits who won’t realize the significance of the time in which they lived — or the fullness of its beauty and horror — until years later. As author surrogates go, he’s pretty unflattering.

Chase saves his reverence for the passions that drive Douglas. Inspired by Chase’s conversations with Steven Van Zandt, who serves as the film’s musical director, Not Fade Away is the work of a creator who understands he’d be a different person were it not for the electric charge of the music he loves. That Jagger/Richards meeting opened up a world of American music he might never have discovered if it had not first been embraced abroad — all while making scrawny, pimply misfits suddenly desirable."

Douglas’s coming-of-age give the film its spine, but Not Fade Away is at heart a memory play. Like Mike Mills’s 20th Century Women, it’s the work of a filmmaker seemingly trying to understand the world that made him by recreating it down to its most minute detail and then wandering around in what he’s made. Here that means getting the fashions and the movie marquees just right but also the attitudes and elements that clash with our popular conception of the time. Where The Wonders (or “One-ders”) experience the rush of overnight success in Tom Hanks’s That Thing You Do! — a quite good but also quite different story of a ’60s band — Douglas and his friends climb just high enough to get a glimpse of how much further they have to go. That comes from a sobering encounter with producer and songwriter Jerry Ragavoy (Brad Garrett). Ragavoy sees enough promise to hand them a list of songs they should cover to win over crowds as they build up a following via constant gigging. It’s a path to success that looks like too much work to travel. The meeting could be a beginning. Instead it’s an end. The real-life Ragavoy wrote “Time is on My Side.” Sometimes, however, it’s not.

Eventually, Not Fade Away reveals itself as something like Chase’s I, Vitelloni, a fond remembrance of a place and time that has to be left behind, with one e sequence directly recalling the finale of that early Fellini classic. Chase and Van Zandt are both a few years older than Tony Soprano and his contemporaries — it’s why Tony favors ’70s Pink Floyd and Clapton instead of The Rascals — but they otherwise have the same roots. In their own way, each chose to look beyond their corner of New Jersey for their Bali Ha’i, while Tony and his crew believed they were born into a paradise they now just had to claim and control.

The film’s final sequence finds Douglas and Grace departing for California, discovering a land of glamor and parties where Charlie Watts and, maybe, even Mick Jagger make appearances. In the end, Douglas loses Grace at one such party. Or maybe he just misses her and jumps to conclusions. The film ends with him not knowing. (Here it might be worth noting that Chase remains married to his high school sweetheart.) Giving up the search, Douglas steps into streets of 1968 L.A. and an audacious, fourth wall-shattering final moment. It’s a windswept night, and a passing carblares the Sex Pistols’s cover of The Modern Lovers’ “Roadrunner,” a recording from the end of the decade to come. Douglas is headed to the future — a place of great peril and uncertainty — but that doesn’t mean he’s left the past behind. 

The first Jagger/Richards composition to be released as a single, The Rolling Stones’s’ “Tell Me” reached number 24 on the U.S. charts in 1964. The song ends with the singer repeating the line, “You gotta tell me, you’re coming back to me.” He’s still asking the question as the music slowly fades. There’s a desperation to the insistence, but maybe also the beginnings of acceptance. There’s beauty, too, in the yearning for what’s past, for places and moments we can recall and sometimes recreate as we struggle to keep them from turning to dust.

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Not Fade Away is currently streaming on Hulu and Paramount+. It can also be rented through a variety of services and remains available on Blu-ray and DVD.